BILL Holdings, Inc.

Good afternoon, and welcome to Bill.com's third quarter of fiscal 2021 earnings conference call. Joining us today for today's call are Bill.com's CEO, Rene Lessert, CFO, John Reddick, and VP of Investor Relations, Karen Sansot. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you will need to press star 1 in your telephone. Please be advised that today's conference is being recorded. With that, I would like to turn the call over to Karen Sansot for introductory remarks. Karen?

Thank you, Operator. Welcome to Bill.com's fiscal third quarter 2021 earnings conference call. We issued our earnings press release a short time ago and furnished the related form 8K to the SEC. The press release can be found on the investor relations section of our website at investor.bill.com. With me on the call today is Renee Lissert, Chairman, CEO, and founder of Bill.com, and John Reddick, Executive Vice President and CFO. We are also joined by Blake Murray, CEO and co-founder of Divi. Before we begin, please remember that during the course of this call, we may make forward-looking statements about the operations and future results of Bill.com that may involve many assumptions, risks, and uncertainties. If any of these risks or uncertainties develop, or if any of the assumptions prove incorrect, Actual results could differ materially from those expressed or implied by our forward-looking statements. For discussion of the risk factors associated with our forward-looking statements, please refer to the text in the company's press release issued today and to our periodic reports filed with the SEC, including our most recent annual report on Form 10-K and quarterly report on Form 10-Q filed with the SEC and available on the investor relations section of our website. We disclaim any obligation to update any forward-looking statements. On today's call, we will refer to both GAAP and non-GAAP financial measures. The non-revenue financial figures discussed today are non-GAAP unless stated that the measure is a GAAP number. Please refer to today's press release for the reconciliation of GAAP to non-GAAP financial performance and additional disclosures regarding these measures. Now I'll turn the call over to Rene. Rene?

Thank you, Karen. Good afternoon, everyone. Thank you for joining us today. I hope that all of you and your families are in good health and doing well. I'm pleased to report that Q3 was a very strong quarter as a result of our continued focus on rigorous execution. I'm also excited to announce that we've entered into a definitive agreement to acquire Divi, a leader in the spend management space. It cannot be more enthusiastic about this transaction and the significant value our combined companies can create for our customers. I'm thrilled to welcome the talented Divi team to the Build.com family when the transaction closes. Blake Murray, the co-founder and CEO of Divi, is with us today to talk about our shared vision and commitment for helping SMBs transform, grow, and thrive. We posted a slide deck on our investor relations website with an overview of the transaction. I'll share more about Divi's transaction after we recap our fiscal third quarter results. We delivered record results and accelerated growth in our core revenue, transaction fees, and total payment volume. In the fiscal third quarter, core revenue increased 62% year over year. Transaction fees increased 112% year over year. And TPV increased 44% year over year. These results are only possible because of the passion and dedication of our employees. I'd like to thank them for their tireless efforts in delivering another excellent quarter. Every day, they are laser focused on how we can help small and mid-sized businesses simplify and transform their financial operations. Our mission is to make it simple to connect and do business. Our platform enables this by helping businesses simplify their back office financial operations, connect with suppliers and customers, and make payments. We ended the third quarter with over 115,000 customers, more than 2.5 million network members, and an annualized run rate of $140 billion in TPV. We believe we are the leading digital B2B payments platform for SMBs and operate one of the largest B2B networks in the United States. Throughout the pandemic, we have been inspired by the resilience and innovation of our SMB customers. It's been more than a year since COVID-19 changed everyone's lives and disrupted business operations. During this time, we've seen our customers adapt their business models, expand their services, and embrace digital tools. For example, WAG, the dog walking service, expanded into new virtual offerings like WAG Health, Pet Care Advice, and Remote Training. With the help of cloud technology solutions like Bill.com, they were able to serve many more pet parents daily through new virtual services and automation. Bill.com empowered them with faster insight into their spend and cash flow, which enabled them to reduce expenditures while investing in these new offerings. Another example is Evolution Event Solutions. They had to quickly pivot from live events to virtual ones. When the pandemic hit, they needed to be able to analyze their financials on a dime, and systems like Bill.com helped them closely track their daily cash flow and manage the company through the crisis. With Bill.com, their time was freed up to focus on more strategic activities, including focusing on their post-pandemic plans for integrated live and virtual events. The scarcest resource for an SMB is time, and our deep understanding of that has driven us to make sure SMBs experience simplicity and ease with every Bill.com interaction. For example, new customers are able to sign up and actually use the platform to manage documents, create invoices, make payments, and collaborate with coworkers all in the same day. This ease of use is one of the reasons that in February, Bill.com was named a G2 Best Software winner for the second year in a row. The quotes from Bill.com customers on G2's website speak for themselves. I love Bill.com. It saves me time and keeps me organized, said one. The best and easiest to use payable system on the market, said another. And finally, collecting payments, paying bills, all of it is super easy. These comments align with the recent customer survey to over 2,000 customers. More than 90% of those customers said Bill.com is easy to implement, learn, and use, and that Bill.com makes them more efficient. 70% or more said they found Bill.com was at least two times faster than traditional accounts payable methods and the biggest efficiency improvement they've made in the last year. Delivering for our customers is what motivates all of us at Build.com. I'm extremely grateful for our team's commitment to bringing our mission to life every day for the businesses that drive so much of our economy. In addition to talking with customers, we also reach out to SMBs across the country to understand how they are doing. We're hearing that many business owners are optimistic about the year ahead. We recently commissioned a survey of 1,000 small and mid-sized businesses in the U.S. and learned that almost 80% of businesses began or plan to begin digital transformation during COVID-19. And about 75% of companies surveyed are planning on introducing new products and services in an effort to drive growth as they navigate year two of the pandemic. In addition, 85% of businesses rank generating revenue as their top priority. This is a significant shift from our survey a year ago, where companies were focused on cost savings and business model adaptation. These data points from both our customers and the general SMB population tell us we are and can be an important part of driving digital transformation for the financial back office of SMBs everywhere. We believe that we are at the beginning of a multi-year digital transformation wave that has been accelerated by the COVID pandemic. Shifting gears, I'd like to highlight some of our recent initiatives, which are driving expanded adoption among current customers and attracting new ones. We continue to enhance our menu of payment offerings for our customers and network members. Adoption of our newer payment methods, such as virtual card and cross-border, contributes significantly to our transaction fee growth in Q3. In addition, we've been piloting our real-time payments product, which we've branded Instant Transfer. As we mentioned last quarter, we are building an integration with Stripe that will expand the reach of our Instant Transfer product by enabling vendors to receive funds via debit cards. The Stripe integration will be generally available this quarter and will allow us to deliver real-time payments to nearly all of our more than 2.5 million network members' bank accounts. Another focus area has been on simplifying the bill creation process while enabling straight-through processing for supplier payments. In addition to our work on data entry and capture using our AI capabilities, we are also working with a third party to enable electronic bill presentment for our platform. This will give us the ability to fetch and automatically enter bills from large enterprises, such as utility companies, directly into our platform. We are also working with this third party to automatically route payments via virtual cards to those same suppliers. The result is a near autonomous bill collection and payment process from beginning to end. We expect to introduce this functionality later this calendar year. We recently launched a feature that enables accounting firms to upload and onboard up to 200 clients at once instead of individually. This capability enables our accounting firm partners to scale much faster and is a powerful reason for new firms to join our platform. Our platform's ability to help accounting firms manage and onboard clients at scale attracts new business opportunities. As an example, one of our accounting firm's partners, Horn LLP, won a contract with several states to process applications and distribute COVID relief funds. Horn selected Bill.com to help them distribute these funds because we make handling large volumes of payments seamless with our platforms and APIs. Given our platform's ease of use, we continue seeing significant demand for mid-market customers. We recently announced our new two-way sync integration with both Microsoft Dynamics 365 Business Central and GP Software. This integration increases efficiency, ease of use, and workflow controls for customers by creating a real-time data sync between our platform and Microsoft Dynamics. The initial feedback has been very positive. We're excited about the opportunity this has to extend our reach as tens of thousands of mid-market companies rely on Microsoft Dynamics ERP systems. For example, Colin Casper, CFO of JMA Ventures, a real estate investment and development firm, said, and I quote, the build.com and Dynamics 365 sync streamlines our entire AP process, from coding invoices, collecting approvals, to making digital payments. enabling us to have real-time visibility and understanding of our cash position, both with the accounting team and at the asset management level. This integration eliminates duplication of work efforts and saves us tremendous time across the entire company. In summary, the results this quarter are a strong demonstration of the breadth of our platform. It powers financial operations for organizations ranging from very small businesses to mid-market companies, and it serves branded offerings for financial, accounting, and wealth management partners of all sizes, We have a large market opportunity and the right platform, strategy, partnerships, and team to win it. Now, I'll turn the call over to John to review our financial results.

John? Thanks, Rene. Today, I'll provide a brief overview of our fiscal third quarter 2021 financial results and discuss our financial outlook for the fiscal fourth quarter. As a quick reminder, today's discussion includes non-GAAP financial measures. Please refer to the tables in our earnings press release for a reconciliation from non-GAAP to the most directly comparable GAAP financial measure. Note that we revised our method for calculating certain non-GAAP financial measures. The details can be found in today's press release, which includes a reconciliation table that reflects nominal adjustments made to both our Q321 and Q320 results. We've also included a reconciliation for prior periods in an appendix to the presentation posted on our investor relations website. Now let me turn to our financial results for the quarter, which are based on our updated non-GAAP definitions. Q3 results exceeded our expectations across all areas of the business, driven by strong customer engagement on our platform and solid progress driving adoption of our newer payment offerings for both new and existing customers. We delivered strong growth in Q3 across all areas of our key financial and operating metrics. Total revenue for Q3 was $59.7 million, up 45% year over year, as new and existing customers leveraged our platform to digitize their financial operations. which represents subscription and transaction fees, was $58.6 million in Q3, up 62% year-over-year, and acceleration from our 59% year-over-year growth last quarter. Subscription revenue in Q3 increased to $29.3 million, up 32% year-over-year. This growth was driven primarily by the increase in the number of customers on our platform. Transaction revenue increased to $29.3 million in Q3, up 112% year-over-year, due mainly to higher average revenue per transaction, which increased 79% year over year, driven by the changing composition of payment types used by our customers. Our 112% growth in Q3 represents the fourth quarter in a row of accelerated transaction revenue growth, and transaction revenue now represents 50% of our core revenue, up from 38% a year ago. Transaction revenue growth was driven by strong TPP and a continuation of payment mix shift towards products with variable pricing. As you recall, in Q1, we brought supplier enablement entirely in-house, employing our own vendor AI matching logic to automate this initiative. We also apply our AI capabilities to identify international suppliers who want to be paid in their local currencies versus US dollar payments. Both of these efforts resulted in better than expected traction during Q3 and enhanced our transaction revenue results. Moving to float, we generated 1.1 million in float revenue in Q3. Our annualized rate of return on customer funds held in Q3 was approximately 23 basis points, slightly above our estimated range for the quarter and down from 35 basis points last quarter. The reduced yield from last quarter reflects the current low interest rate environment and maturing investments being reinvested at lower rate levels. Turning to an update on our key business metrics, we ended the quarter with 115,600 customers, up 27% year-over-year. During the quarter, we added 6,500 net new customers, which was above our expectations due to better than expected performance from our financial institution channel. One of our bank partners added over 1,000 incremental new customers due to the launch of a program that they implemented in the quarter. Excluding these incremental new customers, our net new customer ads would have been slightly below last quarter and consistent with our expectations. We're investing for customer growth and strong unit economics and expect to generate roughly 4,000 to 5,000 net new customer ads over the next few quarters until our newest financial institutions enter the scaling phase, as we previously discussed. Moving on to total payment volume, we processed $35 billion in TPB on our platform in Q3, up 44% year over year, and we processed 7.2 million payment transactions during Q3, which was up 19% year over year. On a sequential basis, both TPV and transactions were roughly flat, which follows our typical seasonal pattern. Moving on to gross margin and our operating results, our non-GAAP gross margin for the quarter was 76.9%, which was at the high end of our expected gross margin range of 75% to 77%, primarily from strong transaction revenues from variable price products, partially offset by the infrastructure investments we are making to support our financial institution partners as well as reduce float revenue from the low interest rate environment. Note that our updated non-GAAP definitions resulted in a reduction in non-GAAP gross margin of 64 basis points in the quarter compared to our prior calculation methodology. R&D expense was 18 million for the quarter, or 30% of revenue, consistent with the third quarter of fiscal 2020. We continue to invest in additional hiring in R&D to support our product roadmap for payments innovation, continued investment in our platform, and work related to our newer financial institution partnerships. Sales and marketing expenses were $13.2 million for the quarter, or 22% of revenue, compared to 27% of revenue in Q3 of fiscal 2020. Quarter over quarter, sales and marketing spend increased $1 million. We have been successful in driving adoption of our payment products, mainly through in-product discovery and upsell, with minimal incremental sales and marketing spend, and this has driven an increase in sales and marketing efficiencies. G&A expenses were $16.9 million for the quarter, or 28% of revenue, compared to 30% in Q3 of fiscal 2020. Our G&A expenses include investments in risk management and regulatory compliance, which are a core part of our proprietary payment capabilities, and we believe form an important part of our competitive advantage. Looking ahead, we will continue to invest in our risk and compliance capabilities, but expect to achieve economies of scale over the longer term. In Q3, our non-GAAP operating loss was 2.1 million versus 3.8 million in Q3 of last year, and our non-GAAP net loss was 1.7 million, or a loss of two cents per share, based on 83 million basic weighted shares outstanding. Note that our updated non-GAAP definitions resulted in a modest improvement in non-GAAP net loss of 1.2 million in the quarter, or a two cent improvement in loss per share compared to our prior calculation methodology. Turning to the balance sheet, We ended the quarter with over $1.7 billion in cash, cash equivalents, and short-term investments. As of March 31, 2021, we had $1.9 billion in customer funds on our balance sheet. Now let's move to our financial outlook. Please note that our outlook is for Bill.com on a standalone basis and does not include any contribution from the Divi transaction. Based on our solid execution in Q3 and the encouraging trends we're seeing in our business, we're entering Q4 with momentum. Our expanded payment offerings, go-to-market initiatives, and strategic partnerships are driving strong core revenue growth, increased platform adoption, and a mixed shift to higher revenue payments. Now I'll provide an outlook for the fiscal fourth quarter of 2021. For fiscal Q4, total revenue is expected to be in the range of 60.9 to 61.9 million. We expect core revenue in the range of 60.4 to 61.3 million, representing our view that the momentum from Q3 will continue in the current quarter. We expect float revenue in the range of $500,000 to $600,000, and our float revenue outlook assumes that the Fed funds target rate will continue to be in the 0 to 25 basis points range during the June quarter, and that our annualized yield will be in the range of 10 to 15 basis points. We expect our float yield will remain in that range for the foreseeable future, given the low interest rate environment. Regarding our planned operating expenses, we will continue to develop our platform's capabilities and invest in R&D to support product development work relating to our newer financial institution partnerships and creating new payment products. We will continue our vigilant approach with regards to sales and marketing investment and will increase our investment as opportunities and unit economics warrant. On the bottom line, we expect to report a non-GAAP net loss in the range of $4.5 to $3.5 million and a non-GAAP EPS loss of $0.05 to $0.04 on a per share basis, based on a share count of approximately 83.3 million basic weighted average shares for Q4. In addition, in Q4, we expect stock-based compensation expenses of approximately $11 to $12 million, and capital expenditures for our new headquarters and other requirements to be approximately $5 to $6 million. We're pleased with the strength of our business driven by the need for SMBs to transform their financial operations and adopt digital solutions. We're in a strong position with a leading platform that simplifies financial operations and customers trust us to move their funds efficiently, safely, and securely. We're delivering very strong core revenue growth and accelerated transaction revenue growth. We are committed to investing strategically to expand our reach and our platform's capabilities which we believe will create a durable, long-term growth runway for Bill.com in the SMB market. Now I'll turn the call over to Rene to talk about our acquisition of Divi. Rene? Thank you, John.

Earlier today, we announced a definitive agreement to acquire Divi, which will extend our reach into the spend management space. I'm very excited about this transaction and thrilled to welcome the Divi team to the Bill.com family. Divi is a modern, extremely innovative solution that combines expense management and budgeting software with smart corporate cards. By bringing our companies together, we can provide our customers an expanded platform to manage all their B2B spend in one place and create even more value for our customers faster than we could do on our own. We have always been committed to expanding the value of our platform for our customers, and today is a major milestone. Divi is in high growth mode and has attractive recurring revenue. To give you an idea of their scale, exiting the March 2021 quarter, Divi's annualized recurring revenue run rate was approximately $100 million, which is up more than 100% from their March 2020 run rate. I've watched Divi since they launched their product three years ago, and I've always been impressed with the team, their solution, and their mission to help SMBs. There is incredible strategic alignment between our companies. We both have a similar purpose, to help SMBs transform and thrive by simplifying their financial operations. We both have built simple and elegant software that is loved by our customers, and our visions are aligned to be the leading platform for SMBs to automate financial operations. We're a leader in AP automation. Divi is a leader in corporate card spend. Together, we'll be disrupting the status quo of how SMB business gets done, and I believe we can create tremendous value for our customers and employees. I founded Build.com 15 years ago with the mission to make it simple to connect and do business. Having grown up in a family of entrepreneurs and founding companies of my own, I know how hard it is to run a business and that the day-to-day work of managing the back office takes significant time away from focusing on the core business and building relationships with customers. That is why I founded Build.com, to be a champion for small and mid-sized businesses, to help them thrive by simplifying and automating their back office financial processes so they can focus on what's most important to them. Similarly, Blake founded Divi to solve another pain point he experienced running a small business too, which is card spend. I've experienced firsthand the challenges of managing card spend across the company. And in fact, one of the most frequent requests we get from customers is to add a card spend solution to our platform. I really respect and admire the constantly evolving solution the Divi team has built. By combining expense management software and smart corporate cards into a single solution, Divi empowers its customers to manage all card spend with a single solution that provides real-time insight and has sophisticated budgeting and expense management tools. No more being surprised by unexpected card expenditures. No more having to hunt for information. It's a simple solution that gives businesses control, visibility, and savings. It's meaningful to me that both of our companies were founded on the premise that day-to-day business and growth should be simpler for SMBs. We will keep this shared purpose at the center of our go-forward strategy. Together with Divi, we have an opportunity to accelerate our innovation agendas and exceed the expectations of SMB and mid-market businesses by bringing together Bill.com's experience in automated payables, receivables, and workflow capabilities, and Divi's experience with expense management, budgeting, and corporate card spend. With a scale of more than 1,200 dedicated and talented employees, along with our combined solutions, we can bring transformational innovation to our customers more quickly. Customers will be able to manage and have visibility into the vast majority of their B2B spend, empowering them with real-time insight for spend and cash flow management. The addition of the Avidar platform will also move us further up the transaction lifecycle, support more use cases with budgeting and spend management, and enable businesses to simplify and transform their financial operations like never before. And now, I'll turn the call over to Blake to share his perspective on the proposed transaction.

Thank you, Rene. Okay. On behalf of the entire Divi team, I'd like to say how incredibly excited we are to join the Bill.com team when the transaction closes. This is an amazing day for Divi's customers and team members. When we founded Divi, we had one thing in mind, supporting small and medium-sized businesses that are the backbone of the economy. I wanted to build a company that would give them the software and access to the financial tools that they needed to run a great business. I wanted to help them grow and thrive. Our mission has always been to build an all-in-one solution for finance teams. we think a significant amount of time is wasted when businesses have to log into lots of different software just to make payments and manage corporate spend. In a short period of time, we've been very successful scaling our business, and as of March, we now have more than 7,500 monthly spending customers and more than $4 billion in annualized spend on Divi. Our annualized revenue was up more than 100%. Growth is our DNA. This is a large part of what has been so exciting for us about Bill.com. Renee, John and team have built an incredible company. They're ambitious and driven. They are authentic. And most importantly, they are fierce advocates for making life simpler for SMBs. It's a perfect fit. Like bill.com. Our customers are true north and everything we do is focused on them. Our solution has a meaningful impact on our customers. For example, one customer recently recounted how during COVID they immediately had to make all employees work remotely. Their bank couldn't provide them the tools to get money for PPE equipment. With Divi, they were able to issue cards with spending limits to quickly enable their employees to buy equipment they needed to stay safe while staying under budget. We're really excited to be joining forces with Bill.com to help SMBs thrive by modernizing and transforming their financial operations. The combination of our two companies will bring our customers a single solution for all their B2B payment needs. No more wasting time on manual work. No more staying late at the office to close the books. No more waiting for a tool that does everything you need it to. From day one, we have known that finance teams and business owners need a one-stop solution. Together with Build.com, we'll be able to deliver the platform that our customers in the market have been asking for. And now I'll turn the call back to Rene.

Thank you, Blake. We're really excited about the value we can create for our customers and businesses everywhere by bringing our two companies together. This transaction supports our commitment to invest for growth and scale, and we believe it more than doubles our domestic total addressable market. This is a result of the corporate card product that Divi has developed, which comes with very attractive monetization rates, similar to our vendor-direct virtual card offering. We're excited to be investing in this growth opportunity, and we believe a significant portion of our 115,000 customers will be interested in adopting Divi corporate card solutions. So there is a sizable cross-sell opportunity that we will aggressively pursue. Additionally, we believe that having spend management capabilities will increase the value of our platform for prospective SMBs and mid-market customers. Bringing these companies together will allow us to more quickly deepen our market penetration. Our combination will accelerate our shared vision to be the leading platform for SMBs to automate financial operations and make it simple to connect and do business. We look forward to welcoming Divi's 400-plus team members when the transaction closes, and the Divi team will remain in Utah, expanding our geographic reach for talent. And now I'll turn the call over to John, who will talk about the terms of the transaction.

Thanks, Rene. Let me start by saying I share Rene and Blake's enthusiasm for this transaction and the opportunity ahead by combining our companies. Our shared vision and commitment to serving SMBs with innovative solutions for automating financial operations will only be enhanced by bringing our companies together. Turning to the transaction, under the terms of the definitive agreement, Bill.com will acquire Divi for $2.5 billion and consisting of approximately $625 million in cash and $1.875 billion in stock, based on a Bill.com share price of $157.27. We expect the acquisition to close by the fiscal quarter ending September 30th, 2021, subject to customary closing conditions. We will cover details of the combined company's financial profile after closing, though at this time, I can say that we expect DIVI will be accretive to our revenue growth rate. In addition, Divi brings us scale and expertise in card payments and has a recurring revenue model that is predominantly transaction-based with very attractive monetization rates that are similar to those we earn on our variable price virtual card offering. We expect to provide fiscal year 2022 annual guidance, including the impact of Divi, likely on our next earnings call once the transaction has closed. We intend to maintain our bias towards investing for growth, and this transaction is a reflection of our confidence in our Bill.com team, the Divi team in business, and our belief that this combination can accelerate our market penetration and success in serving SMBs. The combined vision of our companies creates an incredible growth opportunity, and we're excited to execute together once the transaction closes. With that, we'd like to open up the call for questions. Operator?

If you would like to ask a question, please press star 1 on your telephone keypad. In the interest of time, we ask that each person ask one question along with a follow-up question. If we have more time after all questions, we will open it up for additional questions. And your first question comes from a line of Josh Beck from KeyBank. Your line is open.

Thank you so much for taking the question and congratulations on the transaction, everyone. I wanted to ask just a little bit about why you thought Divi was such a good fit. Obviously, Some companies do tuck-ins. Some companies go for larger deals. I'm sure you looked at many, many before you decided that Divi was your right partner. So maybe just walk us through a little bit of the background of why it was such a good fit from your seat.

Thank you, Josh. Good to hear your voice and a great question. You're right. We definitely canvassed the market. We think a lot about how we can add to our platform both by building new features, which we talked about some on the script, and as well as obviously partnering, which we've also talked about, as well as actually acquiring and really blending and taking the real opportunity to enhance and expand a platform that we've been working on for 15 years. And so when we looked out there and we looked at the really The speed and success that Divi's had since their founding, it kind of just stands out. I mean, they're growing super fast. Something that's exciting to see is the success that they've had, but it also comes back to customers, which you know is really important. And so for us, with everything we do, we're always listening to customers, we're always talking to customers, and we're always talking to prospects. And so with 115,000 customers, we're able to kind of see what's going on in the market in general. And so we do have thousands of customers that are doing and using spend management solutions. and we have over 1,000 that are actually Divi customers. And so when we talked to those customers, what we found out was everything that you kind of see when you get to know the team at Divi is just how much their customers love them. It is really a powerful thing to kind of see the customer success. It reminds me of kind of the success that we've had with our customers and that the alignment there really goes back to this shared purpose that we have, which is to really help SMBs transform, grow, and to thrive. And it's just part of the DNA. The shared DNA across both companies goes from both the purpose, the vision, which is really to be the leading platform for SMBs to automate their financial operations as well as really the people and the values. And this has been one of the most fun things for me about doing this deal is getting to know Blake and his team. I mean, they are phenomenal. They have you know, really high, you know, high sense of execution. They have a high vision that is really strong and they have, you know, just a lot of fun to be with. And so when I think about the team that we've built at build.com over 15 years, I've been very focused on making sure that whoever comes into the build.com family, that it's just going to be aligned and be a lot of fun to work with those folks. So lots of good reasons to do it, but, you know, it started with kind of us taking notice of the business results, then asking customers and then really digging in with the team and being pretty excited about that.

Really good to hear about the deep alignment there. Maybe just a quick follow-up on the synergies. So when you think about all of your customers that are not Divi customers today, maybe what are they using generally within this category of expense management and what is the strategy to convert those customers to become Divi users as well?

Yeah. Overall, when we look at customer spend on our platform, we think that we have roughly, let's say, 70% to 75% of the customer spend in the B2B space. And when we look at what's remaining, that 25%, 30%, we think a lot of that, if not all of it, is really the corporate card spend. And that's what Divi's been working on. So a lot of this is customers are in a solution where they're using manual processes to track Excel spreadsheets. When you talk to Blake, you'll get a chance to kind of hear kind of the manual processes that he sees customers doing without their solution. But it's just a lot of manual processes that businesses are using to kind of track the corporate spend that's happening outside of a solution, a payable solution like what we have. And so it is that type of synergistic opportunity on the business that helps us get comfortable with that This is an opportunity for us to double the TAM of our business. This is the opportunity when we look at the monetization approach that Divi has. It is a variable price product, essentially. The card spend actually leads to monetization that leads to the revenue for the business. And that type of revenue monetization is multiple times ARPU of what we have. And so we just think that that gives us confidence that we can double the overall TAM of the business and look forward to doing that.

Great to hear. Congrats, everyone. Thank you, Josh.

Your next question comes from a line of Brad Sills from Bank of America. Your line is open.

Oh, great. Thanks, guys, for taking my question. Congratulations on a real nice quarter and on the transaction here. I wanted to ask a question on Divi as well, please. Yeah, I see that they have a pretty good mix of business between small and mid-market. Obviously, Bill.com has been embarking on a move-up market already and seeing progress there. To what extent do you think this could accelerate that move-up market? Do you view this as more of a mid-market solution, or is it more balanced between the ability to cross-sell this into your small business space in addition to kind of bring you guys upmarket?

Yeah, one of the things that we've said all along around the pull into the mid-market is that we serve customers of all sizes, and as we get scale, they ask us to build more functionality, and we find better ways to reach them. So For us, it is a broad cross-section of businesses across the country, both in industry and size, that actually we serve. And when we looked at the customer data that we had, obviously with Divi, as well as when we talked to Blake and his team and the customer data they have, we saw a lot of alignment with customer base. So this isn't going to change our focus. We're going to continue to serve all businesses that want and need a solution to automate their financial operations, which we think is all businesses. We will continue to build features for each of the segments that we serve, but this isn't something that's going to accelerate. It's just going to allow us to continue to monetize in a very meaningful way.

That's great. Thanks, Rene. And then one, if I may, on the transaction revenue this quarter was tremendous. And, you know, you called out vCard and cross-border transactions. you know, in the past, you had, you know, last couple quarters, you've seen some traction with the supplier enablement capability and really driving adoption of vCard. You know, my question is, you guys feel like you're hitting your stride here in terms of in-product promotion. This is a relatively new, you know, sales motion for the firm with supplier enablement capabilities, and really what you're seeing, you know, it sounds like it's traction within product promotion. It seems like you're really hitting your stride there. So, You know, where does this go from here and any commentary on kind of that sales motion and how that's tracking?

It's an excellent call out. And, you know, I guess I would just start with at the beginning of the script, you know, I talked about how I had to thank the employees for just really, you know, the rigorous execution and just delivering an amazing quarter. And it's something that, you know, that we see every day that, you know, we are getting better at everything that we do. and that's such an important part of scaling a business and serving the SMBs all over this country, is that you have to be able to know that you can get better and demonstrate that you can get better. And that's something that we've been doing. And having the results that we had this quarter, I think, is a real testament to the team and everything that they're learning. And I would agree that we are learning how to essentially cross-sell our own internal products, which is a great lead-in to the opportunity that we have with Divi. And, you know, once the transaction closes, we are going to focus very aggressively on how do we cross-sell their great solution. It's elegant. It's really simple. How do we cross-sell that solution into the 115,000 customers we have and make their lives even better? And that's something that, you know, we're excited about. And, you know, as we've gotten to know Blake and his team, like they have the same passion and thirst for rigorous execution. Like they love to execute well. They love to actually knock it out of the park. And that's something that's going to be fun to do together.

exciting. Thanks, Rene.

Thank you.

Our next question comes from a line of Brent Braceland from Piper Sandler. Your line is open.

Hi, this is Clark Jeffries on for Brent. First question, obviously, transactional revenue continues to be fantastic. I think what stood out to us is really the strength in dollar per transaction and the revenue you're generating on each transaction. I just wanted to When you think back to 2019, when you launched these variable products, what has surprised you the most? I mean, this used to be about replacing paper checks, and it feels different now. Has the willingness for customers to use virtual cards for large transactions been wholly above your expectations? I'm just trying to understand what's driving this acceleration at 7.2 million transaction scale.

Yeah, I think it really comes back to the rigorous execution. Again, we're building teams and capabilities around how to cross-sell our products into our customer base as well as into our supplier network. So the international payments are something that we need to cross-sell into our customers as well as then we need to get their suppliers accepting an FX transaction. And so it's a mix of product technology. It's a mix of product marketing. It's a mix of sales tools. And the same is true on the virtual card, but in that situation, it is with the suppliers focused on getting them, you know, excited and wanting and needing to take the virtual card transaction. And so it is this success that has got us, you know, like I said, you know, really excited about the opportunity to cross-sell, you know, what the Divi team has built into the customer base. And I think it gave us confidence knowing that the teams were really you know, leaning in and figuring this out that we would be able to do this with, you know, the extension of our platform once Divi becomes part of it.

Great. And then just to follow up, you know, is there any more detail you could share about the composition of the Revit model for Divi today? I mean, you know, should we think about this as, you know, 100 million ARR contribution post-close or, you know, What portion is transaction versus subscription? Just any color there in terms of how we should think about it contributing to the model.

Thanks for the question, Clark. This is John. We'll definitely provide more color on the combined financial profile and some additional information on the components of the DIVI revenue model once we close the transaction. At this point, I mean, I can say qualitatively that it's a high-growth transaction monetization-focused business. And similar to the traction that you've seen in the growth that we've had from some of our new financial products, there's a great alignment with customers. The more customers, the more they use our platform, you know, the more they pay. And a similar model is true with Divi. And we'll provide more color after the transaction closes. Perfect. Appreciate it. Thank you.

Your next question comes from a line of Darren Peller from Wolf Research. Your line is open.

Hey, guys. Thanks. Nice job on the quarter. And, look, congrats on Divvy. I still want to focus, though, on the customer acquisition that we're seeing. The trends came in strong, and they came in actually above what we expected when considering, I think you guys mentioned about, you know, potential air pocket just really into a relationship and then banks coming on. Can you just revisit the cadence we can expect? Are you seeing any pull forward or, you know, demand given the pandemic still carrying forward? Are the trends on new customers coming on at an accelerated pace?

What we're seeing with customers is that there is a digital transformation wave that's happening, and we see more awareness out there, both with our direct customers, our accountants, and our financial assistance partners. And that's something that we referenced in the call, in the script, was one of our financial assistance partners is being more aggressive about how they sell and market the solution. And we expect that to be across all of our partnerships, as, you know, people are continuing to demand and ask for, you know, digital solutions. So, you know, I think it's something that we're excited about. We're really happy with the results on the customer acquisition this quarter. And, you know, again, it's something that I think points to, you know, a general trend as well as the execution that the team's been able to deliver.

When we think about Divi and just the cross-sell, I mean, you guys have helped with some examples, but, you know, if you just prioritize what you're most excited about in terms of the acquisition and the offerings they have that you didn't have, that'll be the easiest to really see clients pick up. And maybe just a little more color on which direction you think is going to be cross sold more easily in terms of clients of who to, to the other side would be helpful on just timing. Thanks again, guys.

Yeah. Yeah. So I'll start and then I'll ask Blake to kind of fill in his perspective because obviously when it comes to spend management, we've kind of got the guru in the room. So I kind of want him to have a chance to, to talk to you guys about that. So really what we see is that our customers have been asking for spend management solutions. They've been asking for expense management solutions. They've been asking for these things because they like doing everything in one place. This is the one-stop-shop concept that we've talked about. It's super important that customers can be able to do it in one place. And so we see customers making a lot of spend on corporate cards through the build.com platform. We, you know, believe that there's, you know, like I said, you know, we've got 70 to 75% of the spend and there's another 25 to 30%. And we see a lot of that go through as a card transaction, but we don't have all the individual transactions. So, you know, that's why we believe there's a significant opportunity to cross sell into our base. But I think, you know, let me let Blake out a few words because I know he sees this, you know, all the time from his business.

Yeah, it's a great question. It's something we obviously have really strong opinions on. And frankly, even as a precursor to kind of my response, it's core to why we feel so comfortable working with and combining with Bill.com is that we have a shared vision here. We work so closely with our customers, and we know that small and mid-sized businesses, that they place a premium on consolidation. This is what they want. They want a single platform through which they can make their payments, but then also manage the entirety of their financial back office. And spend management obviously being an important piece of that. And spend management really, the reason behaviorally why it's striking such a nerve now and certainly in the future is that finance teams, they simply want to feel in control. They want control of who spends what, where, when, and why. They want a free flow of data that's real-time instead of reactive. And that's what the Divi platform, in conjunction with Bill.com after the close and after we're able to integrate, will give them that one-stop solution with free-flowing data and complete control.

Your next question comes from the line of Scott Berg from Needham. Your line is open.

Hi, Renee, John, and Blake. Congrats on both the quarter and the transaction. I guess I have two here. First question for Blake. Blake, you and I have had a chance to meet a couple times historically. One of the things that stood out was your aggressive product strategy you had for Divi. As you think about this transaction, what the functionality can bring together, how do you look at that roadmap here maybe over the next couple, three years in terms of what this transaction can bring you?

Yeah, great to speak to you again. It's fun to do it on this side at this point. It's an accelerant to it and that was clear to us and I hope it's clear to you as well as you've been able to have a peek into the hood of the Divi platform and our product roadmap. When thinking about a one-stop solution, corporate card payments, as Renee has already illustrated, is a small portion of that. It was 20% to 25%, and that was always very clear to us. And a big missing piece was then the rest. It was the rest of the payment modalities of how finance teams need to make payments and business owners need to make payments. And this obviously allows us to accelerate giving them flexibility. Pay as you want. We provide you the tools. You make the payments in the way that is the most beneficial to your business. And so, yeah, we see this clearly as an accelerant of that roadmap rather than a hindrance.

Got it. I wish you luck on it. It'll be fun to watch. And then... Rene, from a follow-up perspective, you obviously acquire a lot of customers, a large chunk of your customers through your partners, whether it's the accounting firms or financial institutions and others, maybe like Intuit, et cetera. How do you think about taking these solutions and selling them through those partners in addition to the current AP and payment platform that you currently sell?

Yeah, Scott, always great to talk to you. It's a super important part. of our growth strategy, right? We first want to have customers on the platform. Next, we want to sell them more and more services and products. And so whether that's a direct customer or a partnered customer through, you know, a named partner like a financial institution or an accountant, we're going to work hard to build a platform that allows us to sell all the way through. And it'll be up to the partners in what they choose to do and when they want to do it. But, you know, we're pretty excited about this. We think that this one-stop shop, this idea of having one solution for your financial operations, is going to be critical. It's going to be part of the digital transformation wave that we've been talking about, that customers are going to want that. And so we think our partners are going to want that. And I think it's going to be a lot of fun to see it execute throughout the channels. Good luck. I'm looking forward to watching this one. Thanks. Okay. Thank you, Scott.

Your next question comes from a line of Samana from Jefferies. Your line is open.

Hi, good afternoon. And thanks for my questions. Congrats on a very strong quarter. John, maybe one to start off for you. You know, as we think maybe back to the bill.com customer base, as the world starts to reopen, and when you look at the typical bill customer, are you seeing them get back to pre COVID transaction volume levels on a kind of an aggregate customer basis? Or You know, how should we maybe bifurcate which one, you know, what segment is back to normal volume levels versus still lagging behind?

Great question. Thanks, Samad. Yeah, we've seen most of our metrics on a per customer basis return to near or pre COVID levels. I'd say the one that has continued to evolve throughout the pandemic is just the number of transactions per customer. That's a little bit lower today in this most recent quarter than pre-pandemic levels. And we think it is driven by both consolidation of payments across our platform and actually the ease with which we increasingly allow customers to do that. Just a simpler product batch mode, things like that, because we see very strong TPV. And if you look at TPV per transaction or overall total payment volume per customer, it continues to be strong. So it tells us that at least our customer base is definitely getting back to business, and we're encouraged by most of the trends that we're seeing. Great.

And maybe one on Divi. If I remember correctly, I think I'd heard that the majority of their customers they end up getting from the corporate card providers like Amex and Chase and just trying to think about maybe where Divi sources its customers versus thinking about Bill's relationships with some of these financial institution partners and how they all marry well together.

Sure, I'll start and then I'll have Blake add in a few comments. So one of the things that excited me about working with the Divi team is that the go-to-market motion is actually very similar. They have, you know, inside sales team, obviously, like we do. They've got, obviously, digital marketing capabilities and they have partnering capabilities. Now, their partnering capabilities are more junior than ours, but, you know, we believe that there's an opportunity for us to kind of, you know, sell through the accountants and to sell into the financial institutions. And that's something that we'll work on once we get the deal closed and have a chance to talk to all the partners.

Yeah, this was actually one of the pieces that got me comfortable with the deal is that we had invested a significant amount of time and resources specifically in the accounting channel and in the bank channel of working with both large and small banks alike and providing them with a software platform that traditionally they hadn't been able to build themselves. And so I think we reinforced each other. both Bill.com and Divi, and that we should be able to continue to work with partners in a healthy way going forward.

That's great to hear, and congrats again on the success of the quarter. Thanks, Ahmad.

Your next question comes from the line of Brian Schwartz from Oppenheimer. Your line is open.

Hi, this is Chad Schoening. I'm for Brian. Congrats on another great quarter, really strong execution here. Um, just one for me, I wanted to go back to virtual card if I may. Um, just curious, you've called out this kind of five to 10% penetration rate over time and given the success of Divi, I'm just wondering, you know, why couldn't that be higher than 10% longterm? What are kind of the gating factors to moving beyond that upper bound? Is it just market readiness or technology enablement on the network? Just curious on that one. Thanks.

Yeah, we support lots of different types of payments, and our focus on the AP platform is to make sure that customers can manage their AP spend and be able to pay all of their suppliers in whichever is easiest for them. So when we look at the virtual card for the supplier payments on the AP side, that's based on us looking at data of our merchants that are accepting payments from our customers and looking at the cross-section of how that intersects with with MasterCard and Visa and the card networks. And what we see is that 5% to 10%. So that's on the payments going out from the, I would say, the invoices that come in. What's really powerful about what Divi has built is this is all the kind of, I think the term that, you know, that Blake used earlier was the proactive spending that businesses are doing without a bill, right? People are just executing, you know, whether obviously in T&E, they're out in the road, but sometimes it's, you know, it's spend on, you know, marketing services with a virtual card. But that's the type of program that Divi supports. And so this allows us to continue to expand our reach and transactions and to be able to monetize those transactions, you know, as we capture them. So this, you know, this doesn't really change the 5% to 10% that we've said on the virtual card program that we have for the traditional payables that are going out the door for Bill.com. But it does bring in, you know, a lot of TPV opportunity. Like we said, the ARPU... for Divi is multiple times that of bill.com because they get all of the TPV as a variable card spend. So it'll be an interesting, really exciting opportunity for our customers and our business.

Got it. Very clear. Thank you. Thank you.

Your next question comes from the line of Robert Napoli from William Blair. Your line is open.

Thank you, and good afternoon. I guess I can take the M&A question off my list for a quarter or two. Congratulations on a strong quarter and acquiring a really exciting company. Maybe for Blake, on your customer base, and Rene, you talked about you have 75% of the spend, but Blake, what percentage of the spend are you getting? I think Divi has been really successful on getting a very high percentage of a company's spend on the you know, on the credit card. Is that correct?

That's a really good question. When you think of how we think about driving wallet share and driving spend with our customers is that it's software driven. Our entire focus is to provide software that both delights and provides incredible utility, again, saving them time and money and making sure that they're in control of And that has created a really powerful flywheel effect than spending behavior. So traditionally, we are their dominant card program inside of their ecosystem once they adopt Divi because the two are inextricable. From the corporate card program to the software, they work in conjunction with each other. Again, just providing them with a variety of different cost-saving features and budgeting control features. And so they tend to then lean towards using Divi as their predominant card program.

So they're putting virtually close to 100% of their spending on the card?

I'm not comfortable giving an exact number, but an incredibly high percent. Of their wallet share goes through Divi. Yeah. And for most, it is an exclusive program. Obviously, there's always outliers. And the outliers are different from size of business, industry of business. But the majority of customers use it as their exclusive card program.

And just to help clarify, right, it's the 70% to 75% of the invoices that come in, that's the spend that comes in, right? And then there's this other spend that happens outside of a payables process, and that's the vast majority that the Divi team has solved, right? And so I think the combination with Bill.com and Divi, that's the home run, because now there's one place that, you know, a business can have all of their spend in one place.

Great. And then just... Blake, who are your primary competitors? Is it like an American Express or is it a Brex? I know they're focused more on tech companies, but do you overlap with Brex or companies like Amex or J.P. Morgan that have very large SMB client bases?

Yeah, really great question. By far and away, our largest competitor is spreadsheets and manual processes, and it's not close. We serve middle American businesses, small and midsize, and although they are tech-enabled and have an eye to improving their operations, this is a distinct pain point in their business, spending and expense management, which is still driven by paper and manual processes.

Great. Thank you and congratulations. Very exciting. Looking forward to the combination.

Thank you, Bob.

And we have time for one more question. And your final question comes from a line of Matt Van Fleet from BTIG. Your line is open.

Yeah, thanks for taking the question. Congrats on the deal. maybe first on sort of the legacy business, if you will, on the financial partnerships. Just curious, you know, what the appetite is, what kind of the pipeline you have for additional partnerships here, both with sort of new partners and as you've launched sort of the small business at one of your larger FIs, you know, are you having those conversations of expanding the partnership yet on some of the others that are a little more commercial focused?

Yeah, thank you, Matt. So the thing that's been interesting about COVID for us is it has really put a spotlight on those manual paper processes and partners, especially large financial institutions and banks really everywhere, they're the ones that had a challenge. Their businesses were like, how do I make these payments? And they saw their businesses suffering, if you will, from a lack of a digital process and enablement. And so what we have seen is continued interest from new partners and really great interest from our existing partners about what more we can do together. It is one of the reasons we're excited about the transaction with Divi is that we think there's an opportunity as we combine and expand our platform to be able to enable that capability into the financial institutions as well. So lots of stuff for us to go figure out, but what we've seen is that the digital transformation, it's real and it's happening at all levels of our channels.

And then I guess following up on sort of the rationale or to play a little bit of a advocate here of, you know, what was difficult about trying to build the Divi capabilities around span management? You know, is this something that you've tried to, you know, build out a little bit? Just given the, you know, such drastic level of more customers that you have that are already sort of captive on the build.com platform, you know, pushing out something that was homegrown, you Maybe just kind of what your thoughts were there, what the attempt to build was, and how much this really sort of jumpstarts that instead of taking the time to build it.

We definitely looked at the internal build versus buy decision, and what we concluded is that it takes time, like you just said, and time to market is super important. This market, the spend management market, is growing rather fast, and you just look at the growth rate that Divi had, 100% year over year at $100 million run rates. And you can see that the market's growing fast. And so for us, when we got a chance to know the Divi team, it was like, well, this is going to be a lot of fun. Working with the team, building something together, adding that onto our platform and expanding our platform. We built our platform to be able to have these types of add-ons. It's highly API driven. We have lots of ways to integrate the technology. And so we're excited about doing that. And we weren't going to say we have to build it here. We're going to always look to what's going to be best for customers, how can we serve them the fastest, and how can we have the biggest impact on their lives. And that was this decision this time, and we're super excited about it.

Thank you. Congrats.

Okay. Thank you, Matt. Okay. Thank you.

And this concludes our question and answer session. And I would like to turn the call back over to Rene Lester, CEO of Bill.com, for closing remarks.

Thank you. I want to thank everyone for your time and all the great questions today. I will close by thanking our employees, customers, partners. We would not be here today without the incredible stakeholders we work with. So thank you. Have a good day, everybody.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.